HomeMy WebLinkAboutC2017-045 - 2/28/2017 - Approved /cP vSil '
j/\1611.414Idr_ SUPPLY AGREEMENT NO. 1053
1> Gas and Water Meters
THIS Gas and Water Meter Supply Agreement ("Agreement") is entered into by and
between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and
Aclara Technologies LLC ("Supplier"), effective for all purposes upon execution by the
City Manager or the City Manager's designee ("City Manager").
WHEREAS, Supplier has bid to provide Gas and Water Meters in response to Request
for Bid No. N/A ("RFB"), which RFB includes the required scope of work and all
specifications and which RFB and the Supplier's bid response are incorporated by
reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out
here in its entirety.
NOW,THEREFORE, City and Supplier agree as follows:
1. Scope. Supplier will provide Gas and Water Meters in accordance with the
attached Scope of Work, as shown in Attachment A, the content of which is
incorporated by reference into this Agreement as if fully set out here in its entirety.
"Goods," "products", and "supplies", as used in this Agreement, refer to and have
the same meaning.
2. Term.This Agreement is for 12 months. This Agreement includes an option to extend
the term for up to one additional 12-month periods ("Option Period"), provided, the
parties do so prior to expiration of the original term or the then-current Option Period.
The decision to exercise the option to extend the term of this Agreement is, at all
times,within the sole discretion of the City and is conditioned upon the prior written
agreement of the Supplier and the City Manager.
a Compensation and Payment. The total value of this Agreement is not to exceed
$1,079,680.00, subject to approved extensions and changes. Payment will be made
for goods delivered and accepted by the City within 30 days of acceptance,
subject to receipt of an acceptable invoice. All pricing must be in accordance with -"'
the attached Bid/Pricing Schedule, as shown in Attachment B,the content of which
is incorporated by reference into this Agreement as if fully set out here in its entirety.
4 Contract Administrator. The Contract Administrator designated by the City is
responsible for approval of all phases of performance and operations under this
Agreement, including deductions for non-performance and authorizations for
payment.The City's Contract Administrator for this Agreement is as follows:
City of Corpus Christi Page 1 of 7
Approved as to Legal Form 2/16/16
2017-045
2/28/17
M2017-033
Aclara Technologies LLC INDEXED
Name: Joanna Moreno
Department: Utilities Department
Phone:361-826-1649
Email: JoannaM@cctexas.com
5. Insurance. Before performance can begin under this Agreement, the Supplier must
deliver a certificate of insurance ("COI"), as proof of the required insurance
coverages, to the City's Risk Manager and the Contract Administrator.Additionally,
the COI must state that the Supplier shall endeavor to provide the City with 30 days'
advance written notice of cancellation. The City will be provided for as an
additional insured. The City Attorney must be given copies of all insurance policies
within ten (10) business days of the City Manager's written request. Insurance
requirements are as stated in Attachment C, the content of which is incorporated
by reference into this Agreement as if fully set out here in its entirety.
& Purchase Release Order. For multiple-release purchases of products to be provided
by the Supplier over a period of time, the City will exercise its right to specify time,
place and quantity of products to be delivered in the following manner: any City
department or division may send to Supplier a purchase release order signed by an
authorized agent of the department or division. The purchase release order must
refer to this Agreement, and products will remain with the Supplier until such time as
the products are delivered and accepted by the City.
7. Inspection and Acceptance. Supplier shall replace or repair any products that are
delivered but not accepted by the City at no charge to the City. provided that City
notifies the Supplier in writing within 20 days ("Acceptance Period") of Supplier
delivering the products to a particular place designated by the City. In the event
City does not notify Supplier on or before the expiration of the Acceptance Period
of the unacceptability of any delivered products, such products shall be deemed
to be acceptable to City, and such goods shall be warranted pursuant to
Paragraph 8.
8. Warranty. The Supplier warrants that all products supplied under this Agreement are
new, quality items that are free from defects, and of good material and
workmanship. The Supplier warrants that it has clear title to the products and that
the products are free of liens or encumbrances.In addition,the products purchased
under this Agreement shall be warranted by the Supplier or, if indicated in
Attachment D by the manufacturer, for the period stated in Attachment D.
Attachment D is attached to this Agreement and is incorporated by reference into
this Agreement as if fully set out here in its entirety.
9. Quality/Quantity Adjustments. Any quantities indicated on the Bid/Pricing Schedule
are estimates only and do not obligate the City to order or accept more than the
City's actual requirements nor do the estimates restrict the City from ordering less
than its actual needs during the term of the Agreement and including any Option
Period. Substitutions and deviations from the City's product requirements or
specifications are prohibited without the prior written approval of the Contract
Administrator
City of Corpus Christi Page 2 of 7
Approved as to Legal Form 2/16/16
10. Non-Appropriation. The continuation of this Agreement after the close of any fiscal
year of the City, which fiscal year ends on September 30th annually, is subject to
appropriations and budget approval specifically covering this Agreement as an
expenditure in said budget, and it is within the sole discretion of the City's City
Council to determine whether or not to fund this Agreement. The City does not
represent that this budget item will be adopted, as said determination is within the
City Council's sole discretion when adopting each budget.
11. Independent Contractor. Supplier will perform the work required by this Agreement
as an independent contractor and will furnish such products in its own manner and
method, and under no circumstances or conditions will any agent, servant or
employee of the Supplier be considered an employee of the City.
12 Subcontractors. Supplier may use subcontractors in connection with the work
performed under this Agreement. When using subcontractors, however, the
Supplier must obtain prior written approval from the Contract Administrator if the
subcontractors were not named at the time of bid. In using subcontractors, the
Supplier is responsible for all their acts and omissions to the same extent as if the
subcontractor and its employees were employees of the Supplier. All requirements
set forth as part of this Agreement, including the necessity of providing a 001 in
advance to the City, are applicable to all subcontractors and their employees to
the same extent as if the Supplier and its employees had performed the work.
1a Amendments. This Agreement may be amended or modified only by written
change order signed by both parties. Change orders may be used to modify
quantities as deemed necessary by the City.
14 Waiver. No waiver by either party of any breach of any term or condition of this
Agreement waives any subsequent breach of the same.
15. Taxes. The Supplier covenants to pay its payroll taxes, Medicare taxes, FICA taxes,
unemployment taxes and all other related taxes. Upon request, the City Manager
shall be provided proof of payment of these taxes within 15 days of such request.
16. Notice. Any notice required under this Agreement must be given by fax, hand
delivery, or certified mail, postage prepaid, and is deemed received on the day
faxed or hand-delivered or on the third day after postmark if sent by certified mail.
Notice must be sent as follows:
IF TO CITY:
City of Corpus Christi
Attn: Joanna Moreno
Contracts / Funds Administrator, Utilities Department
2726 Holly Rd, Corpus Christi, TX 78415
Fax: 1-361-826-1715
IF TO SUPPLIER:
City of Corpus Christi Page 3 of 7
Approved as to Legal Form 2/16/16
Aclara Technologies LLC
Attn: Legal Department
945 Hornet Drive
Hazelwood, MO 63042
Fax: (314)895-7373
Email: contracts@aclara.com
17. Indemnification. SUPPLIER AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE
CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS
('INDEMNITEES",) TO THE EXTENT CAUSED BY THE NEGLIGENCE OF THE SUPPLIER ITS
EMPLOYEES OR AGENTS IN CONNECTION WITH THIS CONTRACT, FROM AND AGAINST
ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS AND CAUSES OF ACTION OF
ANY NATURE WHATSOEVER ON ACCOUNT OF PERSONAL INJURIES (INCLUDING DEATH
AND WORKERS' COMPENSATION CLAIMS), PROPERTY LOSS OR DAMAGE, OR ANY
OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION,
COURT COSTS, REASONABLE ATTORNEYS' FEES AND REASONABLE EXPERT WITNESS
FEES WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF NEGLIEGENT ACTS OR
OMISSIONS IN CONNECTION WITH THIS AGREEEMENT OR THE NEGLIGENT
PERFORMANCE OF THIS AGREEMENT PROVIDED THAT:A. THE CITY PROMPTLY NOTIFIES
SUPPLIER IN WRITING OF SUCH CLAIMS: B. CITY FULLY COOPERATES WITH SUPPLIER IN
ASSISTING IN THE DEFENSE OR SETTLEMENT OF SUCH CLAIMS: AND C. SUPPLIER SHALL
INVESTIGATE SUCH CLAIMS AND HAS THE SOLE RIGHT TO CONDUCT THE DEFENSE OF
SUCH CLAIM OR TO SETTLE SUCH CLAIM. SUPPLIER SHALL DEFEND AT ITS OWN EXPENSE,
WITH COUNSEL OF ITS CHOOSING, BUT REASONABLY ACCEPTABLE TO CUSTOMER,
ANY SUIT OR ACTION BROUGHT AGAINST INDEMNITEES BASED UPON SUCH CLAIMS.
THE INDEMNIFICATION OBLIGATIONS OF SUPPLIER UNDER THIS SECTION SHALL
SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT.
1a Termination.
a. The City Manager may terminate this Agreement for Supplier's failure to perform the
work specified in this Agreement or to keep any required insurance policies in force
during the entire term of this Agreement. The Contract Administrator must give the
Supplier written notice of the breach and 30 days to cure. If the Supplier has not
cured within the cure period, the City Manager may terminate this Agreement
immediately thereafter.
b. Alternatively, the City Manager may terminate this Agreement for
convenience upon 30 days advance written notice to the Supplier. The City
Manager may also terminate this Agreement upon 24 hours written notice to the
Supplier for failure to pay or provide proof of payment of taxes as set out in this
Agreement.
19. Assignment. No assignment of this Agreement by the Supplier, or of any right or
interest contained herein, is effective unless the City Manager first gives written
consent to such assignment. The performance of this Agreement by the Supplier is
of the essence of this Agreement, and the City Manager's right to withhold consent
City of Corpus Christi Page 4 of 7
Approved as to Legal Form 2/16/16
to such assignment is within the sole discretion of the City Manager on any ground
whatsoever.
20. Severability. Each provision of this Agreement is considered to be severable and, if,
for any reason, any provision or part of this Agreement is determined to be invalid
and contrary to applicable law, such invalidity shall not impair the operation of nor
affect those portions of this Agreement that are valid, but this Agreement shall be
construed and enforced in all respects as if the invalid or unenforceable provision
or part had been omitted.
21. LIMITATION OF LIABILITY. Notwithstanding anything contained herein to the
contrary, the total aggregate liability of Supplier to the City for all liability arising out
of or in connection with the performance by Supplier of its obligations under this
Agreement shall be limited to the aggregate sum of payments made by the City
to Supplier under this Agreement. IN NO CASE SHALL EITHER PARTY BE LIABLE TO THE
OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR
SPECIAL DAMAGES OR FOR THE LOSS OF BENEFIT, PROFIT, REVENUE, OR DATA, EVEN
IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
22 Order of Precedence. In the event of any conflicts or inconsistencies between this
Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be
resolved by reference to the documents in the following order of priority:
A. this Agreement and its attachments
B. the bid solicitation document, including addenda (Exhibit 1)
C. the Supplier's bid response (Exhibit 2)
23. Certificate of Interested Parties. Supplier agrees to comply with Texas Government
Code Section 2252.908, as it may be amended, and to complete Form 1295
"Certificate of Interested Parties" as part of this Agreement.
24 Governing Law. This Agreement is subject to all federal,State, and local laws, rules,
and regulations. The applicable law for any legal disputes arising out of this
Agreement is the law of the State of Texas, and such form and venue for such
disputes is the appropriate district,county,or justice court in and for Nueces County,
Texas.
25. Entire Agreement. This Agreement constitutes the entire agreement between the
parties concerning the subject matter of this Agreement and supersedes all prior
negotiations, arrangements, agreements and understandings, either oral or written,
between the parties.
City of Corpus Christi Page 5 of 7
Approved as to Legal Form 2/16/16
(SIGNATURE PAGE FOLLOWS)
City of Corpus Christi Page 6 of 7
Approved as to Legal Form 2/16/16
SUPPLIER: ACLARA TECHNOLOGIES
LLC Signature: .-/PA- ._.,.�
Printed Name: Kurt R. Bruenninq
I Title: CFO
Date: f/7// 7
CITY OF CORPUS CHRISTI
Signature: V\I\0.),-.)=e,--, - , , o
Printed Name: '(1r .r . c� P--0._.,r•� 0
..4
Title: 1 ra c_; ..-e ,1-,...2_____4s
Date: a--1 1 ' 1 `l
ATTEST:
Ilk. 1 (r it
�Q�
EBE CA HUERTA
CITY SECRETARY
Attached and Incorporated by Reference:
Attachment A:Scope of Work
Attachment B: Bid/Pricing Schedule
Attachment C: Insurance Requirements
Attachment D: Warranty Requirements .
Incorporated by Reference Only: t 21.3 icy.
sr COUNCIL 2� 7
Exhibit 1: RFB No. NA
Exhibit 2: Supplier's Bid Response. NA _ ,t•
SFCRrrAP%A
•
City of Corpus Christi Page 7 of 7
Approved as to Legal Form 2/16/16
Attachment A: Scope of Work
Supply Water Meters and associated catalog parts as per HGACBUY Contract
WM08-16
Attachment B: Bid/Pricing Schedule
II
NGACBuy CONTRACT PRICING WORKSHEET Contract Date
For Catalog&Price Sheet Type Purchases .No:WM08-16 2017
Prepared: 1/5/2017
This Worksheet is prepared by Contractor and given to End User. If a PO is issued, both documents
MUST be faxed to H-GAC @ 713-993-4548. Therefore please type or print legibly.
Baying City of Corpus Christi,Texas
Agency: Contractor: Aclara
Contact Joanna Moreno Prepared
Brian Rudd
Person: By:
Phone: 361-826-1649 Phone: 1513-266-0063
Fax: 361-826-1715 Fax: 314-895-7367
Email: b annamecctexas.com Email: bruddC aclara.com
Catalog/Price Sheet
Name: 2017 Price Guide
General Description Aclara MTU's
of Product:
A.Catalog/Price Sheet Items being purchased-Itemize Below-Attach Additional Sheet If Necessary
Quan Description Unit Pr Total
7000 MTU-Water Encoder,Single Port,Standard Range $88.00 $616,000.00
200 MTU-Water Encoder,Single Port,Extended Range $100.00 $20,000.00
200 !MTU-Water Encoder,Single Port w/Antenna $150.00 $30,000.00
200 MTU-Water Encoder,Dual Port w,Antenna $252.00 $50,400.00
200 MTU-Water Encoder,Dual Port,Standard Range t $125.00 i $25,000.00
200 MTU-Water Encoder,Dual Port,Extended Range $150.00 $30,000.00
3200 MTU-Gas Encoder,Single Port,Standard Range $70.00 $224,000.00
100 MTU-Gas Encoder,Single Port,Extended Range $80.00 i $8,000.00
200 MTU-Gas Encoder,Single Port,Standard Range $100.00 $20,000.00
700 MTU-Gas Encoder,Single Port,Standard Range $70.00 i, $49,000.00
5 MTU-Gas Encoder,Single Port,Extended Range $80.00 $400.00
5 MTU-Gas Encoder,Single Port,Standard Range $96.00 $480.00
20 ACC Kit,Field Programmer,USB $300.00 $6,000.00
20 Cable Assembly,USB,5Ft $20.00 $400.00
f
I
i
Trade-In
0
Freight-F.O.B.-City of Corpus Christi,Texas
Delivery Date: 30 days ARO $1,079,680.00
Attachment C: Insurance / Bond Requirements
No insurance is required for the supply agreement.
Attachment D: Warranty Requirements Page 1 of 3
Adara Warranties
Mara Technologies LLC
Acrara Warranties
0 STAR® MTU Warranty
Page 2 of 3
Ada a Warranties
P cam Technologies LLC
STAR® MTU Warranty
Basic Warranty
Aclara Technologies LLC warrants to the original PURCHASER of a STAR® Utility Meter
Transmission Unit (MTU) that the MTU shall perform in accordance with the specifications in
effect at the time of original product shipment and shall be free from defects in material and
workmanship for a period often (10) years from the date of original product shipment (the "full
warranty period).
Any STAR® Utility MTU manufactured by Aclara Technologies LLC that, within the full warranty
period: (i) fails to perform in accordance with the specifications in effect at the time of original
product shipment or(ii)fails as a result of a defect in material or workmanship, when returned to
Aclara Technologies LLC, freight prepaid, will be repaired or replaced at the option of Aclara
Technologies LLC without charge to the PURCHASER. A STAR® Utility MTU which has been
repaired or replaced by Aclara Technologies LLC will be returned to the PURCHASER by Aclara
Technologies LLC, freight prepaid.All costs associated with the removal and/or reinstallation of a
defective STAR®Utility MTU shall be the responsibility of the PURCHASER. Aclara Technologies
LLC warrants replacement MTUs for the longer of(i)the remaining term of the full warranty period
applicable to the STAR® Utility MTU repaired or replaced or (ii) one year from the date the
repaired STAR®Utility MTU or its replacement is returned to PURCHASER.Aclara Technologies
LLC reserves the right to supply factory refurbished equipment, new equipment, or a newer model
that provides equivalent or better performance.
Extended Warranty
Subject to the limitations set forth below,Aclara Technologies LLC,will replace any STAR®Utility
MTU that, after expiration of the full warranty period but before the expiration of the twentieth
(201h)full year after the date of original product shipment(the "extended warranty period"): (i)fails
to perform in accordance with the specifications in effect at the time of original product shipment
or(ii)fails as a result of a defect in material or workmanship. The cost of replacement will be pro-
rated in accordance with the following table based on the number years of service before failure:
Years of Service Replacement Cost
Percentage
11 55%
12 60%
13 65%
14 70%
15 75%
16 80%
17 85%
18 90%
19 95%
20 100%
The cost of replacement will be calculated by multiplying the applicable replacement cost
percentage by the STAR® Utility MTU price in effect at the time of replacement. The defective
MTU must be returned to Aclara Technologies LLC by the PURCHASER, freight prepaid; Aclara
Technologies LLC will pay the freight charges for the return of the replacement to the
PURCHASER.
All costs associated with the removal and/or reinstallation of a defective STAR® Utility MTU shall
be the responsibility of the PURCHASER. Aclara Technologies LLC warrants MTUs replaced
pursuant to the Extended Warranty for ten (10) years (in accordance with the terms of the Basic
Warranty) from the date the replacement is returned to the PURCHASER. Aclara Technologies
LLC reserves the right to supply factory refurbished equipment, new equipment, or a newer model
that provides equivalent or better performance.
The STAR® Utility MTU warranties do not cover repairs or replacements required as a result of:
misuse, mishandling, improper storage, accident, modification, improper operation, installation
Page 3 of 3
Adara Warranties
Adana Technologies LLC
errors, meter failures, theft, vandalism, repair by unauthorized personnel, or battery life for MTUs
that are configured and operated for more than two(2)to four(4)transmissions per day.
Aclara Technologies LLC makes no warranty whatsoever with respect to the minimum
communication distance or reliability of the radio propagation path of STAR®Utility MTUs.
Each MTU includes software which is proprietary to Aclara Technologies LLC and which is
protected by United States Copyright Laws with which the PURCHASER must comply.
PURCHASER has the right to utilize the software in the MTU with the MTU, but PURCHASER
may not disassemble, decompile, or modify the software. The software is confidential and the
property of Aclara Technologies LLC and shall not be disclosed to others.
THE WARRANTIES CONTAINED HEREIN ARE IN LIEU OF ALL WARRANTIES, EXPRESSED
OR IMPLIED, INCLUDING WARRANTIES FOR MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
THE LIABILITY OF ACLARA TECHNOLOGIES LLC SHALL BE LIMITED TO REPAIR OR
REPLACEMENT OF ANY DEFECTIVE PRODUCT. IN NO EVENT SHALL ACLARA
TECHNOLOGIES LLC BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO
SPECIAL, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES,
RESULTING FROM PRODUCT INSTALLATION, USE, REMOVAL OR REINSTALLATION. THE
REMEDIES SET FORTH HEREIN ARE EXCLUSIVE, AND IN NO EVENT SHALL THE
LIABILITY OF ACLARA TECHNOLOGIES LLC EXCEED THE PRICE OF THE PRODUCT ON
WHICH SUCH LIABILITY IS BASED. THE LIMITATION OF REMEDIES SET FORTH HEREIN IS
IN RECOGNITION OF THE DIFFICULTIES OF PROOF OF LOSS AND THE INCONVENIENCE
AND NON-FEASIBILITY OF OTHERWISE MEASURING DAMAGES AND OBTAINING AN
ADEQUATE REMEDY.
THE WARRANTIES CONTAINED HEREIN MAY NOT BE ALTERED, AMENDED, OR
MODIFIED, EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY AN AUTHORIZED
REPRESENTATIVE OF ACLARA TECHNOLOGIES LLC.
CERTIFICATE OF INTERESTED PARTIES FORM 1295
1 of 1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2017-157176
Aclara Technolgies LLC
Hazelwood , MO United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 01/23/2017
being filed.
City of Corpus Christi,Texas Date Acknowledged:
I
3
Provide the identification number used by the governmental entity or state agency to track or identify the ntriact,and provide a
description of the services,goods,or other property to be provided under the contract.
1053
The sale of hardware for customers STAR Network.
Nature of interest
4
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling I Intermediary
5 Check only if there is NO Interested Party.
X
6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
MICHELLE BIERI
Notary Public, Notary Seal
State of Missouri
Jefferson County
Commission # 16931386
M Commission Ex Iran Jul 25, 2020 Signature of authorized agent of contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE /1 C �/`
Sworn to and subscribed before me,by the said R..�tl([.r'c C as 1� this the �z�(ca day of 4-)
20 j 1 ,to certify which,witness my hand and seal of office.
47he 64,e& 610A, 01 'CAelk k &ere JP NU PU,Nii
Signature of officer administering oath Printed name of officer administering oath Titlt of o icer administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277